Cogitore Resources Inc.
TSX VENTURE : WOO

Cogitore Resources Inc.

December 04, 2013 09:00 ET

Cogitore Adopts Advance Notice By-Law

TORONTO, ONTARIO--(Marketwired - Dec. 4, 2013) - Cogitore Resources Inc. (the "Company") (TSX VENTURE:WOO) announces that the board of directors of the Company (the "Board of Directors") has adopted amendments to the Company's by-laws to include an advance notice by-law (the "Advance Notice By-Law"). The Advance Notice By-Law requires advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company other than pursuant to: (i) a requisition to call a shareholders' meeting, or (ii) a shareholder proposal, in each case, made in accordance with the provisions of the Business Corporations Act(Ontario) (the "Act").

Among other things, the Advance Notice By-Law fixes a deadline by which shareholders of record or beneficial owners of shares of the Company must submit director nominations to the Company prior to any annual (or annual and special) or special meeting of shareholders, including the information that a shareholder must provide to the Company.

In the case of an annual meeting (or annual and special meeting) of shareholders, the requisite notice must be received by the Secretary of the Company not later than the close of business on the 30th day, and not earlier than the opening of business on the 65th day, before the date of the annual meeting (or annual and special meeting); provided, however, that in the event that the annual meeting (or annual and special meeting) is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting (or annual and special meeting) was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice must be received by the Secretary of the Company not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice By-Law is effective as of the date hereof. In accordance with the Act, the Advance Notice By-Law is subject to confirmation by shareholders at the next annual meeting (or annual and special meeting) of the shareholders of the Company to be held in [June 2014]. The Advance Notice By-Law will be available under the Company's profile on SEDAR at www.sedar.com and can also be obtained, upon written request, from the Company.

About Cogitore Resources

Cogitore Resources Inc. is a Tier-2 Mining Issuer engaged in the exploration for base metals with high precious metal tenors on properties located in Quebec and Ontario. The strategic focus is on known mineralized tends in close proximity to existing infrastructure, experienced work forces and mining friendly communities.

Caution Regarding Forward-Looking Information

This news release includes certain forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this news release, include, but are not limited to, economic performance and future plans and objectives of the Company. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although Cogitore believes that the assumptions and factors used in making the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this new release, and no assurance can be given that such events will occur in the disclosed timeframes or at all. Cogitore disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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